Agreement between
EvergreenBancorp, Inc.
and
Xxxxx X. Xxxxxx
This Agreement ("Agreement") is made and entered into between EvergreenBancorp,
Inc. (the "Company") and Xxxxx X. Xxxxxx (Interim Chief Financial Officer).
Recitals
A. The Company desires to retain the services of the Interim Chief
Financial Officer to perform for the Company on an as-needed basis
functions similar to those of the Company's Chief Financial Officer.
B. Interim Chief Financial Officer desires to perform, and the Company
is willing to have Chief Financial Officer perform, such services as
an independent contractor for the Company.
Agreement
Now, therefore, the parties hereto hereby agree as follows:
1. Effective date. August 3, 2006
2. Services. Interim Chief Financial Officer agrees to serve on an
as-needed basis.
3. Compensation. As compensation for the performance of the Services,
the Company shall pay Interim Chief Financial Officer one hundred
fifty dollars ($150) per hour.
4. Expenses. The Company shall reimburse Interim Chief Financial
Officer for any expenses incurred by Interim Chief Financial Officer
in performing the Services subject to Interim Chief Financial
Officer providing receipts or other documentation that evidences
such expenses.
5. Termination. Either party hereto shall have the right to terminate
this Agreement in the event of a breach by the other party if such
breach continues uncured for a period of five days after the
breaching party is given written notice thereof by the non-breaching
party. Notwithstanding the foregoing sentence, the Company may
immediately terminate this Agreement if Interim Chief Financial
Officer breaches any provision of Section 7 below. The election by
the Company to terminate this Agreement shall not be deemed an
election of remedies, and all other remedies provided by this
Agreement or available at law or in equity shall survive any such
termination.
6. Relationship of parties.
1. Independent Contractor. Interim Chief Financial Officer is an
independent contractor and is not an agent, partner, or
employee of the Company. Interim Chief Financial Officer shall
perform the Services under the general direction of the
Company, but Interim Chief Financial Officer shall determine,
in Interim Chief Financial Officer's sole and exclusive
discretion, the manner and means by which the Services are
accomplished, subject to the requirement that Interim Chief
Financial Officer shall, at all times, comply with applicable
law.
2. Employment Taxes and Contributions. Interim Chief Financial
Officer shall report as income all compensation received by
Interim Chief Financial Officer under this Agreement. The
Company shall not withhold any federal, state or local taxes,
or make any contributions on behalf of Interim Chief Financial
Officer relating to the compensation received by Interim Chief
Financial Officer under this Agreement.
3. No Benefits. Because Interim Chief Financial Officer is
engaged an independent contractor and not an employee of the
company, the company shall not provide Interim Chief Financial
Officer with any form or type of benefits, including, but not
limited to, health, life, or disability insurance.
7. Confidential Information
1. Confidential Information. For purposes of this Agreement, the
term "Confidential Information" shall include, but not be
limited to: (i) information concerning the operation, business
and finances of the Company; (ii) the identity and financial
information and records of customers of the Company; and (iii)
information regarding regulatory examinations and other
information regarding the Company not generally known other
than by the Company and its agents, employees, and other
representatives.
2. Maintenance of Confidentiality. Interim Chief Financial
Officer acknowledges that maintaining the confidentiality of
all Confidential information is critically important to the
Company and that Interim Chief Financial Officer has a
fiduciary duty to maintain the confidentiality of the
Confidential Information. In addition, Interim Chief Financial
Officer understands that agreement to maintain the
confidentiality of all Confidential Information is a material
inducement to the Company in executing this agreement.
3. Restriction on Removal and Duplication. Interim Chief
Financial Officer agrees not to remove, reproduce, summarize
or copy any Confidential Information except as expressly
required by the Company in connection with the performance of
her Services under this Agreement. Interim Chief Financial
Officer agrees to return all Confidential Information once
such Confidential Information is no longer required for
Interim Chief Financial Officer to perform services for the
Company.
8. Arbitration
1. Arbitration. At either party's request, the parties must
submit any dispute, controversy, or claim arising out of or in
connection with, or relating to, this Agreement or any breach
or alleged breach of this Agreement, to arbitration under the
American Arbitration Association's rules then in effect.
2. Governing Law. All proceedings will be held at a place
designated by the arbitrator in King County, Washington. The
arbitrator, in rendering a decision as to any state law
claims, will apply Washington law.
In witness whereof, the parties have signed this Agreement as of the date first
set forth above.
EvergreenBancorp, Inc. Interim Chief Financial Officer
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx Xxxxx X. Xxxxxx
Chief Executive Officer
